Terms of PARTICIPATION

These Terms of Participation (the "Terms") govern access to and use of GEMtrust DAO's website and associated services (collectively, the "Site" and "Services"). These Terms form a legally binding agreement between the participant ("Participant") and GEMtrust DAO. By accessing the Site or Services, Participants confirm that they have read, understood, and agree to be bound by these Terms.

By using GEMtrust’s Site and Services, you acknowledge that you have read, understand, and agree to these Terms.


1. Services Provided

1.1. GEMtrust is a technology provider, not a financial institution. GEMtrust DAO is a technology provider, not a financial institution. GEMtrust DAO provides a platform offering qualified professional investors structured access to Gem DiCom, a real-asset participation framework governing investment-grade gemstone holdings maintained in institutional Swiss custody.

1.2. No Execution or Clearing Services: GEMtrust DAO does not operate an exchange, provide trade execution or clearing services, or act as agent or intermediary in Participant transactions. Any transfer of participation interests in Gem DiCom is conducted directly by Participants and is their sole responsibility.

1.3. Third-Party Transactions: Participants acknowledge that any secondary transactions involving participation interests in Gem DiCom occur directly between Participants. GEMtrust DAO is not party to, and is not responsible for, any such transactions.

1.4. Independent Product Terms: Participation in Gem DiCom is subject to any applicable agreements between the Participant and GEMtrust DAO. These Terms do not alter or replace any such agreements, and GEMtrust DAO is not responsible for any actions or omissions related to such agreements.

1.5. Informational Pricing: Any pricing information provided on the Site is for informational purposes only and does not constitute an offer to sell, a solicitation to buy, or advice on any transaction.


2. Participant Responsibility

2.1. Sole Responsibility: Participants are solely responsible for their use of the Site and Services, as well as for the safekeeping of all access credentials, participation documentation, and custody arrangements related to their holdings in Gem DiCom. Participants are responsible for ensuring the accuracy of all information provided in connection with their participation.

2.2. No Fiduciary Duty: To the fullest extent permitted by applicable law, GEMtrust DAO explicitly disclaims any fiduciary duties or liabilities to any Participant or other party. Any duties that might exist at law or in equity are expressly waived.

2.3. Risk Awareness: Participants acknowledge that participation in Gem DiCom involves inherent risks, including risks relating to gemstone valuation, market conditions, liquidity, custody, and applicable regulatory changes, and that the value of any participation interest may fluctuate.

2.4. Regulatory Compliance: Participants are responsible for adhering to all applicable laws and regulations relevant to their participation in Gem DiCom, including all applicable financial, tax, and regulatory requirements in their respective jurisdictions.


3. GEMtrust DAO: Decentralized Governance

3.1. DAO Structure: GEMtrust DAO is a decentralized autonomous organization that governs the operational and governance framework of Gem DiCom. Governance operates in accordance with defined protocols as described in the applicable Governance Framework documentation.

3.2. No Ownership by the DAO: GEMtrust DAO does not hold direct ownership over the underlying physical gemstone assets. These assets are held and managed by an independent custodian entity in accordance with the defined custodial arrangements described in the Governance Framework documentation.

3.3. Community Governance: GEMtrust DAO implements a defined governance model in which eligible participants may contribute to key decisions regarding the operational framework of Gem DiCom, in accordance with applicable governance protocols.


4. Intellectual Property

4.1. Trademarks: All product and service names, logos, and marks on the Site or Services, including the GEMtrust name and logo, are trademarks owned by GEMtrust DAO, its affiliates, or licensors. You are prohibited from using them without prior written consent.

4.2. No Implied Rights: These Terms do not grant you any intellectual property rights. You may not remove, obscure, or alter any legal notices displayed on the Site or within the Services.


5. Risk Disclosure

5.1. Flawed Services: Participants acknowledge that the Services and Site may be subject to technical limitations or errors. Participants are responsible for their own evaluation of all information and materials provided through the Services.

5.2. Accuracy of Information: Although we aim to provide accurate information, the Site may contain inaccuracies or errors. Participants should verify all information independently and obtain professional advice before making any participation decisions.

5.3. No Guarantee of Token Value: GEMtrust DAO does not guarantee the value, performance, or liquidity of any participation interest in Gem DiCom. Values are subject to gemstone market conditions, independent appraisal outcomes, and other inherent risks.

5.4. Blockchain Protocol Risks: GEMtrust DAO does not own or control the underlying technological protocols used in connection with Gem DiCom and is not responsible for their functionality, security, or continued availability.

5.5. Gemstone Risks: GEMtrust DAO does not hold direct ownership over the physical gemstone assets underlying Gem DiCom and is not responsible for their day-to-day custody, management, or independent valuation. These functions are performed by designated independent third parties under defined custodial arrangements.

5.6. Forward-Looking Statements: Any statements about future plans or expectations are forward-looking and involve risks. Actual results may differ, and GEMtrust DAO is not obliged to update such statements.


6. Disclaimers

6.1. No Exchange Platform: GEMtrust DAO does not operate an exchange, provide trade execution or clearing services, or act as intermediary in Participant transactions. GEMtrust DAO has no control over transactions conducted directly between Participants.

6.2. Peer-to-Peer Transactions: Any secondary transactions involving participation interests in Gem DiCom occur directly between Participants. GEMtrust DAO is not party to, and assumes no responsibility for, any such transactions.


7. Indemnification

7.1. Indemnification Obligation: Participants agree to defend, indemnify, and hold harmless GEMtrust DAO, its affiliates, and their respective members, directors, officers, employees, agents, representatives, and contractors from any claims arising from their use of the Site or Services, their participation in Gem DiCom, their feedback or violation of these Terms, or their infringement of any third-party rights.

7.2. GEMtrust’s Control: GEMtrust DAO may control any action or proceeding and decide whether to settle and on what terms. Participants agree to cooperate fully with GEMtrust DAO in the defense..


8. Limitation of Liability

8.1. No Liability: To the maximum extent permitted by law, GEMtrust DAO shall not be liable for any indirect, consequential, or special damages arising from a Participant's use of the Services or Site. This limitation includes damages related to lost profits, business interruption, or loss of data, even if GEMtrust has been advised of the possibility of such damages.


9. Confidentiality
9.1. Confidential Information: Participants agree to maintain the confidentiality of all proprietary information, financial details, and operational methods disclosed by GEMtrust DAO in connection with their participation in Gem DiCom. This includes non-public information relating to the structure, governance, and operational framework of Gem DiCom.

9.2. Disclosure Exception: The confidentiality obligation survives the termination of these Terms, except where disclosure is required by applicable law or regulation.


10. Termination

10.1. Termination by GEMtrust: GEMtrust DAO reserves the right to terminate or suspend a Participant's access to the Site and Services at any time, with or without cause. Where circumstances permit, GEMtrust DAO will endeavour to provide reasonable prior notice of such termination.

10.2. Termination by a Participant: Participants may terminate their use of the Site and Services at any time, subject to compliance with any outstanding participation obligations.


11. Governing Law

11.1 Marshall Islands Law: These Terms are governed and construed in accordance with the laws of the Marshall Islands, without regard to its conflict of laws principles. Any disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Zurich, Switzerland.


12. Dispute Resolution and Operational Governance

12.1. Dispute Resolution: Any disputes arising in connection with these Terms or Gem DiCom shall be referred in the first instance to good-faith negotiation between the parties. Should no resolution be reached within thirty (30) days of written notice, disputes shall be submitted to binding arbitration in accordance with the Swiss Rules of International Arbitration, with proceedings conducted in Zurich, Switzerland, in the English language.

12.2 Operational Governance: Operational matters relating to the governance framework of GEMtrust DAO shall be addressed in accordance with the governance procedures described in the applicable Governance Framework documentation made available to eligible Participants.


13. Contact Information

If you have any questions regarding these Terms of Participation, please contact GEMtrust DAO at office@gemdicom.com.